AGENDA REPORT
Meeting Date: September 1, 2026
Item Number:
To: Honorable Mayor & City Council
From: Logan Phillippo, Real Property Development Manager Jonathan Gernes, Senior Management Analyst
Subject: ASSIGNMENT AND ASSUMPTION AGREEMENT BY AND
BETWEEN THE CITY OF BEVERLY HILLS AND MILLER-DM, INC.
DBA MERCEDES BENZ OF BEVERLY HILLS AND JONES BH M
ACQUISITION, LLC, AT 348 NORTH FOOTHILL ROAD; AND
APPROVAL OF THIRD AMENDMENT OF LICENSE AGREEMENT
BY AND BETWEEN THE CITY OF BEVERLY HILLS AND MILLERDM, INC. DBA MERCEDES BENZ OF BEVERLY HILLS AND JONES BH M ACQUISITION, LLC, AT 348 NORTH FOOTHILL ROAD
Attachment: 1. Assignment and Assumption Agreement
2. Third Amendment of License Agreement
RECOMMENDATION
Staff recommends City Council approve the Assignment and Assumption Agreement by and between the City of Beverly Hills, Miller-DM, Inc. (the “Licensee”), Jones BH M Acquisition, LLC (the “Assignee”) at 348 North Foothill Road, and the Third Amendment of License Agreement by and between the City of Beverly Hills, Miller-DM, Inc., Jones BH M Acquisition, LLC at 348 North Foothill Road.
INTRODUCTION
Miller-DM, Inc. licenses the open-air parking lot at 348 North Foothill Road from the City of Beverly Hills. The Assignment and Assumption provides the City’s written consent for the Licensee to assign the license agreement to Jones BH M Acquisition, LLC, the entity that acquired the Licensee through an asset purchase agreement.
DISCUSSION
The City of Beverly Hills entered into a license agreement with Jardine California Motors Limited, Miller-DM, Inc.’s predecessor-in-interest, in July 2004, licensing the right to use the property at 348 North Foothill Road. The license agreement has subsequently been amended to extend the term of the agreement and increase the monthly license fee Meeting Date: September 1, 2026
payable to the City. The Licensee utilizes the licensed premises in association with the neighboring Mercedes Benz service center.
The Assignment and Assumption Agreement provides the City’s written consent for the Licensee to assign the license agreement to Jones BH M Acquisition, LLC. Jones BH M Acquisition, LLC operates as a subsidiary of the Fletcher Jones Automotive Group, which owns and operates multiple auto dealership locations in both Los Angeles County and Orange County. Jones BH M Acquisition, LLC has purchased Miller-DM, Inc. and seeks to continue utilizing the licensed premises at 348 North Foothill Road for operations associated with the Mercedes Benz service center.
The Assignment and Assumption Agreement does not modify the previously-approved license agreement terms, which terms continue to include the ability for either party to terminate the agreement upon no less than 30 days prior written notice.
The Third Amendment of License Agreement incorporates the Assignment and Assumption Agreement into the license agreement and requires the Assignee to pay a one-time fee of $2,500 to the City for costs associated with processing these agreements.
FISCAL IMPACT
The Tenant shall pay the City a one-time processing fee of $2,500 in association with the Third Amendment of License Agreement and Assignment and Assumption Agreement.
There is no transfer rent payable to the City with this assignment.
Ryan Gohlich,
City Manager
Approved By
Attachment 1
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”) is dated as of September 1, 2026, and is entered into by and between MILLER-DM, Inc., a Delaware corporation (dba MERCEDES BENZ OF BEVERLY HILLS) (“Assignor”) and JONES BH M ACQUISITION, LLC, a California corporation (“Assignee”), and the CITY OF BEVERLY HILLS, a California municipal corporation (“City”).
RECITALS
WHEREAS, Assignor and City are parties to the Agreement as defined herein; and WHEREAS, Assignor desires to transfer the Agreement, and Assignee desires to assume the Agreement, each on the terms and conditions set forth herein; and WHEREAS, Assignor warrants that Assignee is able to fully perform all obligations that may exist under the Agreement, and
WHEREAS, Assignee warrants that it is able to fully perform all obligations that may exist under the Agreement, and
WHEREAS, It is consistent with the City's interest to recognize the Assignee as the successor party to the Agreement, and
WHEREAS, the City consents to the transfer of the Agreement based on Assignor’s warranties stated herein and under the terms below;
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Assignment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee agree as follows:
1. Definitions. The following definitions apply to this Assignment:
1.1 “Agreement” means the License Agreement dated July 6, 2004 between Assignor and the City, as amended by the First Amendment dated January 11, 2024 and the Second Amendment dated December 9, 2025.
1.2 “Effective Date” means September 1, 2026.
1.3 Other terms used and not defined in this Assignment shall have the meanings assigned to such terms in the Agreement.
2. Transfer of Agreement.
Docusign Envelope ID: E8AC5360-0905-8A0C-82B4-FD58F0F35A42
2.1: Transfer. Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor’s rights, title, and interest in and to the Agreement and all of Assignor’s duties and obligations thereunder that will arise on or after the Effective Date.
2.2: Acceptance. Assignee hereby accepts the transfer and conveyance set forth in Article 2.1 and agrees to perform all of Assignor’s duties and obligations under the Agreement that will arise on or after the Effective Date.
2.3: Rights to Enforce. Subject to the terms of the Agreement, this Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their successors and transferees.
Nothing in this Assignment, whether express or implied, shall be construed to give any person or entity (other than City and the parties hereto and their respective successors and Assignees) any legal or equitable right, remedy or claim under or in respect of this Assignment or any covenants, conditions or provisions contained herein.
2.4: Consent of City. The City consents to the transfer described herein based on the Assignee’s affirmation that Assignee is able to fully perform all obligations that may and will exist under the Agreement. Each of Assignor and Assignee acknowledges that the prior written consent of City to this Assignment is required under the terms of the Agreement and that the City shall have the right to enforce this Assignment.
2.5: Successor. The City recognizes the Assignee as the Assignor's successor in interest in and to the Agreement. The Assignee by this Assignment becomes liable for all responsibilities and entitled to all rights, titles, and interests of the Assignor in and to the Agreement that will arise on or after the Effective Date. The City will treat the Assignee as if the Assignee were the original party to the Agreement. Following the Effective Date of this Assignment and the execution of an Amendment to the Agreement reflecting the Assignment, the term "Licensee," as used in the Agreement, shall refer to the Assignee. The Agreement shall remain in full force and effect, except as modified by this Assignment. Each party has executed this Assignment as of the day and year first above written.
2.6: Further Assurances. From and after the date of this Assignment, Assignor and Assignee agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the conveyance contemplated by this Assignment or as may be required by City.
3. Obligations and Liabilities
3.1 Transfer, Waiver, and Assumption. The Assignor confirms the transfer to the Assignee, and waives any claims and rights against the City that it now has or may have in the future in connection with the Agreement. The Assignee agrees to be bound by and to perform the Agreement in accordance with the conditions contained therein. The Assignee also assumes all obligations and liabilities of, and all claims against, the Assignor under the Agreement as if the Assignee were the original party to the Agreement. The Assignee ratifies all previous actions taken by the Assignor with respect to the Agreement, with the same force and effect as if the action has Docusign Envelope ID: E8AC5360-0905-8A0C-82B4-FD58F0F35A42
been taken by the Assignee. Except as expressly provided in this Assignment, nothing in it shall be construed as a waiver of any rights of the City against the Assignor.
4. Insurance and Indemnification
4.1 Insurance Certificates. For this Assignment to be effective, Assignee shall provide to City insurance certificates and endorsements for the identical type and amount of coverage currently required under the Agreement.
4.2 City. Assignor and Assignee shall, to the fullest extent permitted by law, indemnify, defend and protect City, and hold City harmless from and against any and all liabilities, losses, damages, claims, costs or expenses (including attorneys’ fees) arising out of Assignor and/or Assignee’s failure to comply with any term or obligation of this Assignment or the Agreement. Defense obligations under this Section 4.2 shall be provided immediately following a tender of defense.
4.3 Assignor. Assignor shall indemnify, defend and protect Assignee, and hold Assignee harmless from and against, any and all liabilities, losses, damages, claims, costs or expenses (including attorneys’ fees) arising out of (i) any failure of Assignor to convey its interest pursuant to Article 2, free and clear of all third-party liens, claims or encumbrances or (ii) any breach by Assignor of the Agreement or any other failure to perform or observe any of the duties or obligations of Assignor thereunder, to the extent such breach or failure arises prior to the Effective Date.
4.4 Assignee. Assignee shall indemnify, defend and protect Assignor, and hold Assignor harmless from and against, any and all liabilities, losses, damages, claims, costs or expenses (including attorneys’ fees) arising out of any breach by Assignee of the Agreement or any other failure to perform or observe any of the duties or obligations thereunder assumed by Assignee pursuant to this Assignment.
5. General Provisions
5.1 Governing Law. This Assignment shall be governed by the laws of the State of California, without regard to its conflict of laws principles.
5.2 Headings. All section headings and captions contained in this Assignment are for reference only and shall not be considered in construing this Assignment.
5.3 Notices. All notices, consents, directions, approvals, instructions, requests and other communications regarding this Assignment or the Agreement shall be in writing, shall be addressed to the person and address set forth below and shall be (i) deposited in the U.S. mail, first class, certified with return receipt requested and with appropriate postage, (ii) hand delivered or (iii) sent via email with a return receipt. All communications sent in accordance with this Section shall become effective on the date of receipt. From time to time Assignor, Assignee or City may designate a new address for purposes of this Section by notice to the other signatories to this Assignment.
Docusign Envelope ID: E8AC5360-0905-8A0C-82B4-FD58F0F35A42
If to Assignor:
Miller DM, Inc.
Attn: Chief Legal Officer
730 Town and Country Boulevard
5 th Floor
Houston, TX 77024
[email protected]
If to Assignee:
Jones BH M Acquisition, LLC DBA Mercedes-Benz of Beverly Hills Attn: Shawn Dettrey
8825 Wilshire Boulevard
Beverly Hills, California 90211
[email protected]
If to City:
The City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attn: Real Estate Management
[email protected]
5.4 Entire Agreement. This Assignment sets forth the entire agreement between Assignor and Assignee relating to the Agreement and supersedes all other oral or written provisions.
5.5 Severability. Should the application of any word, phrase, clause, sentence, paragraph and/or provision of this Assignment to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (i) the validity of other words, phrases, clauses, sentences, paragraphs and/or provisions of this Assignment shall not be affected or impaired thereby and (ii) such words, phrases, clauses, sentences, paragraphs and/or provisions shall be enforced to the maximum extent possible so as to effect the intent of Assignor, Assignee and City.
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Docusign Envelope ID: E8AC5360-0905-8A0C-82B4-FD58F0F35A42
IN WITNESS WHEREOF, Assignor and Assignee have each duly executed this Assignment as of the date first referenced above.
ASSIGNOR
MILLER-DM, INC.,
a Delaware corporation
By: ____________________________
Gillian Hobson, Vice President
ASSIGNEE
Jones BH M Acquisition, LLC
a California corporation
By: ____________________________
Shawn Dettrey, Chief Financial Officer
City hereby consents to the assignment and assumption set forth in this Assignment.
CITY OF BEVERLY HILLS
a Municipal corporation
By:____________________________
Craig A. Corman, Mayor
ATTEST:
By:____________________________
Huma Ahmed, City Clerk
APPROVED AS TO CONTENT:
By:____________________________
Ryan Gohlich, City Manager
APPROVED AS TO FORM:
By:____________________________
Laurence S. Wiener, City Attorney
Docusign Envelope ID: E8AC5360-0905-8A0C-82B4-FD58F0F35A42 Certificate Of Completion
Envelope Id: E8AC5360-0905-8A0C-82B4-FD58F0F35A42 Status: Sent Subject: Complete with Docusign: Assignment and Assumption Agreement - JONES BH.pdf Source Envelope:
Document Pages: 5 Signatures: 3 Envelope Originator:
Certificate Pages: 2 Initials: 0 Jonathan Gernes
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
8/12/2026 8:16:01 AM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Gillian Hobson
[email protected]
Senior Vice President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 157.231.171.235
Sent: 8/12/2026 9:26:51 AM
Resent: 8/17/2026 7:43:57 AM
Viewed: 8/17/2026 8:33:37 AM
Signed: 8/17/2026 8:33:49 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Shawn Dettrey
[email protected]
CFO
Fletcher Jones Management Group
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 72.209.197.2
Sent: 8/12/2026 9:26:52 AM
Viewed: 8/12/2026 3:27:24 PM
Signed: 8/13/2026 4:05:30 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Andrew Bragin for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
Sent: 8/17/2026 8:33:51 AM
Viewed: 8/18/2026 12:31:27 PM
Signed: 8/18/2026 12:54:34 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Logan Phillippo
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 8/18/2026 12:54:36 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ryan Gohlich
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Signer Events Signature Timestamp
Craig A. Corman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Denise Garcia
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/12/2026 9:26:52 AM
Payment Events Status Timestamps
Attachment 2
THIRD AMENDMENT OF LICENSE AGREEMENT
THIS THIRD AMENDMENT OF LICENSE AGREEMENT (this “Amendment”) is dated as of September 1, 2026, and is entered into by and between the CITY OF BEVERLY HILLS, a California municipal corporation (“Licensor”), MILLER-DM, INC., a Delaware corporation ( dba “MERCEDES BENZ OF BEVERLY HILLS”) (“Licensee”), and JONES BH M ACQUISITION, LLC, a California corporation (“Assignee”) (collectively, the “Parties”).
RECITALS
A. Licensor and Licensee's predecessor-in-interest (Jardine California Motors Limited, a California corporation) entered into that certain License Agreement dated July 6, 2004 and Licensor and Licensee amended it by an Amendment of License Agreement dated January 11, 2024 and a Second Amendment of License Agreement dated December 9, 2025 (the “Agreement”).
B. Pursuant to the Agreement, Licensor agreed to license to Licensee a portion of that certain real property described as the “East Premises” in such License Agreement, located at 348 North Foothill Road in the City of Beverly Hills, County of Los Angeles, State of California as more particularly described in the Agreement (the “Premises”).
C. Licensee was purchased in whole by Assignee and the Parties have duly executed that certain Assignment and Assumption Agreement dated September 1, 2026.
D. The Parties now desire to further amend the Agreement as hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor, Licensee, and Assignee agree as follows:
Section 1: Assignment, Assumption, and Consent. The Licensor, Licensee, and JONES BH M ACQUISITION, LLC, a California corporation (“Assignee”), have executed that certain Assignment and Assumption Agreement (“Assignment”), attached hereto as Exhibit A and incorporated herein by this reference. Upon the execution of this Amendment, the term "Licensee," as used in the License Agreement and amendments thereto, shall refer to Assignee.
Section 2: Assignment Fee. Upon execution of this Amendment, Assignee shall pay to Licensor a one-time assignment fee of two thousand five hundred dollars ($2,500) for costs associated with the processing of this Amendment.
Section 3: Counterparts. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument.
Docusign Envelope ID: 03FE1C5A-8B2D-8280-82A7-2C14536B4E30 Section 4: Time of the Essence. Time is of the essence of every provision hereof in which time is a factor.
Section 5: DocuSign. The parties may use DocuSign to execute and deliver this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
LICENSEE
MILLER-DM, INC.,
a Delaware corporation
By: ____________________________
Gillian Hobson, Vice President
CITY OF BEVERLY HILLS
a Municipal corporation
By:____________________________
Craig A. Corman, Mayor
ATTEST:
By:____________________________
Huma Ahmed, City Clerk
APPROVED AS TO CONTENT:
By:____________________________
Ryan Gohlich, City Manager
APPROVED AS TO FORM:
By:____________________________
Laurence S. Wiener, City Attorney
ASSIGNEE
Jones BH M Acquisition, LLC
a California corporation
By:____________________________
Shawn Dettrey, Chief Financial Officer
Docusign Envelope ID: 03FE1C5A-8B2D-8280-82A7-2C14536B4E30
EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
Docusign Envelope ID: 03FE1C5A-8B2D-8280-82A7-2C14536B4E30
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”) is dated as of September 1, 2026, and is entered into by and between MILLER-DM, Inc., a Delaware corporation (dba MERCEDES BENZ OF BEVERLY HILLS) (“Assignor”) and JONES BH M ACQUISITION, LLC, a California corporation (“Assignee”), and the CITY OF BEVERLY HILLS, a California municipal corporation (“City”).
RECITALS
WHEREAS, Assignor and City are parties to the Agreement as defined herein; and WHEREAS, Assignor desires to transfer the Agreement, and Assignee desires to assume the Agreement, each on the terms and conditions set forth herein; and WHEREAS, Assignor warrants that Assignee is able to fully perform all obligations that may exist under the Agreement, and
WHEREAS, Assignee warrants that it is able to fully perform all obligations that may exist under the Agreement, and
WHEREAS, It is consistent with the City's interest to recognize the Assignee as the successor party to the Agreement, and
WHEREAS, the City consents to the transfer of the Agreement based on Assignor’s warranties stated herein and under the terms below;
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Assignment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee agree as follows:
1. Definitions. The following definitions apply to this Assignment:
1.1 “Agreement” means the License Agreement dated July 6, 2004 between Assignor and the City, as amended by the First Amendment dated January 11, 2024 and the Second Amendment dated December 9, 2025.
1.2 “Effective Date” means September 1, 2026.
1.3 Other terms used and not defined in this Assignment shall have the meanings assigned to such terms in the Agreement.
2. Transfer of Agreement.
Docusign Envelope ID: 03FE1C5A-8B2D-8280-82A7-2C14536B4E30
2.1: Transfer. Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor’s rights, title, and interest in and to the Agreement and all of Assignor’s duties and obligations thereunder that will arise on or after the Effective Date.
2.2: Acceptance. Assignee hereby accepts the transfer and conveyance set forth in Article 2.1 and agrees to perform all of Assignor’s duties and obligations under the Agreement that will arise on or after the Effective Date.
2.3: Rights to Enforce. Subject to the terms of the Agreement, this Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their successors and transferees.
Nothing in this Assignment, whether express or implied, shall be construed to give any person or entity (other than City and the parties hereto and their respective successors and Assignees) any legal or equitable right, remedy or claim under or in respect of this Assignment or any covenants, conditions or provisions contained herein.
2.4: Consent of City. The City consents to the transfer described herein based on the Assignee’s affirmation that Assignee is able to fully perform all obligations that may and will exist under the Agreement. Each of Assignor and Assignee acknowledges that the prior written consent of City to this Assignment is required under the terms of the Agreement and that the City shall have the right to enforce this Assignment.
2.5: Successor. The City recognizes the Assignee as the Assignor's successor in interest in and to the Agreement. The Assignee by this Assignment becomes liable for all responsibilities and entitled to all rights, titles, and interests of the Assignor in and to the Agreement that will arise on or after the Effective Date. The City will treat the Assignee as if the Assignee were the original party to the Agreement. Following the Effective Date of this Assignment and the execution of an Amendment to the Agreement reflecting the Assignment, the term "Licensee," as used in the Agreement, shall refer to the Assignee. The Agreement shall remain in full force and effect, except as modified by this Assignment. Each party has executed this Assignment as of the day and year first above written.
2.6: Further Assurances. From and after the date of this Assignment, Assignor and Assignee agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the conveyance contemplated by this Assignment or as may be required by City.
3. Obligations and Liabilities
3.1 Transfer, Waiver, and Assumption. The Assignor confirms the transfer to the Assignee, and waives any claims and rights against the City that it now has or may have in the future in connection with the Agreement. The Assignee agrees to be bound by and to perform the Agreement in accordance with the conditions contained therein. The Assignee also assumes all obligations and liabilities of, and all claims against, the Assignor under the Agreement as if the Assignee were the original party to the Agreement. The Assignee ratifies all previous actions taken by the Assignor with respect to the Agreement, with the same force and effect as if the action has Docusign Envelope ID: 03FE1C5A-8B2D-8280-82A7-2C14536B4E30
been taken by the Assignee. Except as expressly provided in this Assignment, nothing in it shall be construed as a waiver of any rights of the City against the Assignor.
4. Insurance and Indemnification
4.1 Insurance Certificates. For this Assignment to be effective, Assignee shall provide to City insurance certificates and endorsements for the identical type and amount of coverage currently required under the Agreement.
4.2 City. Assignor and Assignee shall, to the fullest extent permitted by law, indemnify, defend and protect City, and hold City harmless from and against any and all liabilities, losses, damages, claims, costs or expenses (including attorneys’ fees) arising out of Assignor and/or Assignee’s failure to comply with any term or obligation of this Assignment or the Agreement. Defense obligations under this Section 4.2 shall be provided immediately following a tender of defense.
4.3 Assignor. Assignor shall indemnify, defend and protect Assignee, and hold Assignee harmless from and against, any and all liabilities, losses, damages, claims, costs or expenses (including attorneys’ fees) arising out of (i) any failure of Assignor to convey its interest pursuant to Article 2, free and clear of all third-party liens, claims or encumbrances or (ii) any breach by Assignor of the Agreement or any other failure to perform or observe any of the duties or obligations of Assignor thereunder, to the extent such breach or failure arises prior to the Effective Date.
4.4 Assignee. Assignee shall indemnify, defend and protect Assignor, and hold Assignor harmless from and against, any and all liabilities, losses, damages, claims, costs or expenses (including attorneys’ fees) arising out of any breach by Assignee of the Agreement or any other failure to perform or observe any of the duties or obligations thereunder assumed by Assignee pursuant to this Assignment.
5. General Provisions
5.1 Governing Law. This Assignment shall be governed by the laws of the State of California, without regard to its conflict of laws principles.
5.2 Headings. All section headings and captions contained in this Assignment are for reference only and shall not be considered in construing this Assignment.
5.3 Notices. All notices, consents, directions, approvals, instructions, requests and other communications regarding this Assignment or the Agreement shall be in writing, shall be addressed to the person and address set forth below and shall be (i) deposited in the U.S. mail, first class, certified with return receipt requested and with appropriate postage, (ii) hand delivered or (iii) sent via email with a return receipt. All communications sent in accordance with this Section shall become effective on the date of receipt. From time to time Assignor, Assignee or City may designate a new address for purposes of this Section by notice to the other signatories to this Assignment.
Docusign Envelope ID: 03FE1C5A-8B2D-8280-82A7-2C14536B4E30
If to Assignor:
Miller DM, Inc.
Attn: Chief Legal Officer
730 Town and Country Boulevard
5 th Floor
Houston, TX 77024
[email protected]
If to Assignee:
Jones BH M Acquisition, LLC DBA Mercedes-Benz of Beverly Hills Attn: Shawn Dettrey
8825 Wilshire Boulevard
Beverly Hills, California 90211
[email protected]
If to City:
The City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attn: Real Estate Management
[email protected]
5.4 Entire Agreement. This Assignment sets forth the entire agreement between Assignor and Assignee relating to the Agreement and supersedes all other oral or written provisions.
5.5 Severability. Should the application of any word, phrase, clause, sentence, paragraph and/or provision of this Assignment to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (i) the validity of other words, phrases, clauses, sentences, paragraphs and/or provisions of this Assignment shall not be affected or impaired thereby and (ii) such words, phrases, clauses, sentences, paragraphs and/or provisions shall be enforced to the maximum extent possible so as to effect the intent of Assignor, Assignee and City.
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Docusign Envelope ID: 03FE1C5A-8B2D-8280-82A7-2C14536B4E30
IN WITNESS WHEREOF, Assignor and Assignee have each duly executed this Assignment as of the date first referenced above.
ASSIGNOR
MILLER-DM, INC.,
a Delaware corporation
By: ____________________________
Gillian Hobson, Vice President
ASSIGNEE
Jones BH M Acquisition, LLC
a California corporation
By: ____________________________
Shawn Dettrey, Chief Financial Officer
City hereby consents to the assignment and assumption set forth in this Assignment.
CITY OF BEVERLY HILLS
a Municipal corporation
By:____________________________
Craig A. Corman, Mayor
ATTEST:
By:____________________________
Huma Ahmed, City Clerk
APPROVED AS TO CONTENT:
By:____________________________
Ryan Gohlich, City Manager
APPROVED AS TO FORM:
By:____________________________
Laurence S. Wiener, City Attorney
Docusign Envelope ID: 03FE1C5A-8B2D-8280-82A7-2C14536B4E30 Certificate Of Completion
Envelope Id: 03FE1C5A-8B2D-8280-82A7-2C14536B4E30 Status: Sent Subject: Complete with Docusign: Third Amendment to License Agreement - JONES BH.pdf Source Envelope:
Document Pages: 8 Signatures: 3 Envelope Originator:
Certificate Pages: 2 Initials: 0 Jonathan Gernes
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
8/12/2026 9:12:55 AM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Gillian Hobson
[email protected]
Senior Vice President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 157.231.171.235
Sent: 8/12/2026 9:27:23 AM
Resent: 8/17/2026 7:44:23 AM
Viewed: 8/17/2026 8:32:49 AM
Signed: 8/17/2026 8:33:02 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Shawn Dettrey
[email protected]
CFO
Fletcher Jones Management Group
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 72.209.197.2
Sent: 8/12/2026 9:27:24 AM
Viewed: 8/12/2026 3:28:27 PM
Signed: 8/13/2026 4:05:18 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Andrew Bragin for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 38.99.206.170
Sent: 8/17/2026 8:33:03 AM
Viewed: 8/18/2026 1:18:53 PM
Signed: 8/19/2026 3:20:37 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Logan Phillippo
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 8/19/2026 3:20:38 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ryan Gohlich
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Signer Events Signature Timestamp
Craig A. Corman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Denise Garcia
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/12/2026 9:27:24 AM
Payment Events Status Timestamps